[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
Washington, D.C. 20549
OMB Number: 3235-0362
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person * KLOET THOMAS A 2. Issuer Name and Ticker or Trading SymbolNASDAQ, INC. [NDAQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
151 W. 42ND STREET
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed(MM/DD/YYYY)
6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $0.01 per share  12/27/2022    G  68709  D $0.00  13320 (1) D   
Common Stock, par value $0.01 per share               68709 (2) I  By Thomas A. Kloet Trust 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Represents (i) 7,320 shares or units of restricted stock granted pursuant to Nasdaq's Equity Incentive Plan, of which 0 are vested as of the current date and (ii) 6,000 shares of common stock acquired through open market purchases. Total shares reported reflect the Company's three-for-one stock split, which was effected through a stock dividend on August 26, 2022.
(2)  On December 27, 2022, the reporting person transferred 68,709 shares of Nasdaq common stock to a family trust of which the reporting person is trustee and beneficiary.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
151 W. 42ND STREET
NEW YORK, NY 10036

/s/ Alex Kogan, by power of attorney 2/1/2023
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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